By-laws

CPVCSAP:  Vanier Cooperative GENERAL BY-LAWS 

(Note: Organizational Name Change & By-Law Amendments pending) 

MEMBERSHIP

Membership will consist of all permanent staff of, and parents with children currently enrolled in Co-operative Para-Scolaire Vanier Co-operative School Age Program Inc.  Former parents may serve as a community representative (1 position).

BOARD OF DIRECTORS

  1. The Board of Directors shall consist of permanent staff of, and parents with children currently enrolled in Cooperative Para-Scolaire Vanier Cooperative School Age Program Inc.
  2. The powers and duties of the Board shall include:
  • The management of Cooperative Para-Scolaire Vanier Cooperative School Age Program Inc. including the determination of policies and the annual operating budget.
  • The striking and dissolving of committees to deal with various issues.
  • The drafting of whatever rules, regulations, policies and operating procedures the Board determines necessary for the conduct of its affairs.

3.  The directors shall serve without remuneration and shall not receive directly or indirectly any profit from their position as directors.

 OFFICERS

  1. The officers shall consist of the president, vice president, secretary, treasurer and director at large. The Board may appoint such other officers as it considers desirable.

2. The officers shall be elected at the Annual General Meeting (AGM).

3. The powers and duties of each officer shall include:

President

  1. Shall be the executive head of the organization
  2. Shall chair all Board of Directors meetings
  3. Shall give direction under the policies set out by the Board of Directors

Vice President

  1. Shall perform the duties of the president in his/her absence
  2. Shall perform other duties as assigned by the president or the Board of Directors

Secretary

  1. Shall be responsible for recording minutes and votes of proceedings at all meetings as                required by the Board of Directors
  2. Shall receive all committee reports
  3. Shall receive all resolutions for presentation at meetings
  4. Shall perform other duties as assigned by the president or the Board of Directors

Treasurer

  1. Shall work in conjunction with the coordinator to ensure all books of account and                            financial documents are accurate and kept up to date
  2. Shall perform other duties as assigned by the president or the Board of Directors

 

All officers shall be elected for a term of one year.

Whenever any vacancy occurs on the Board of Directors, the remaining members may appoint a member to fill the vacancy. This person shall hold office for the remainder of       the year, at which time an election will be held.

 

ANNUAL AND GENERAL MEETINGS

  1. Meetings of the Board of Directors will be held monthly with the exception of July and August. Other meetings of the Board of Directors may be called by the directors at any       time, if so needed.
  2. All meetings of the Board shall be open meetings.
  3. Special Board meetings may be called at any time, as needed.
  4. The fiscal year shall be January 1 to December 31.
  5. The Annual General Meeting shall be held at such time and date as the Board of Directors may determine, but within three months of the fiscal year end.
  6. The purpose of the Annual General Meeting will be to elect the officers, receive and approve reports and appoint the auditor for the upcoming fiscal year.
  7. Quorum for any meeting shall be 5 parents and 4 staff.

INDEMNITY OF DIRECTORS AND OFFICERS

  1. Every director or officer of the corporation and his heirs, executors and administrators, and his or her estate and effects shall, from time to time and at all times, be indemnified and saved harmless out of the funds of the corporation from and against:

2. All sums of money, whether by way of damages or otherwise, which he or she may be required to pay as a result of any claim, action, or other proceeding of whatever nature brought against him or her, for or in respect of any act, deed, omission or other matter or thing whatsoever, made, done, permitted by him or her, in or about the execution of the duties of his or her office, and whether or not such requirement to pay arises by judgment or order of a court of competent jurisdiction or otherwise.

3. All costs, charges and expenses reasonably incurred by him or her in defending or settling any such claim, action or other proceeding.

4. All other costs, charges and expenses that he or she sustains or incurs in or about or in relation to the affairs of the corporation.

5. Such indemnification shall not be made where (in the opinion of the Board) any of the aforesaid sums of money, costs, charges and expenses are payable, incurred or occasioned by his or her own willful neglect or default.

DISSOLUTION

In the event of dissolution of the corporation and after the payment of all debts and liabilities, the remaining property of the corporation shall be distributed or disposed of to charitable organizations.

 AMENDMENTS

  1. The Board of Directors may alter, amend, add or repeal these bylaws by a consensus vote of all directors present at any board meeting, provided notice of the proposed amendment is given at the time the meeting is called.
  2. Any amendments approved by the Board shall remain in effect only until the next general meeting at which time the amendment must receive approval from two-thirds of the members present. If the amendment is not approved at such time, it becomes null and void.
  3. These bylaws may be amended at any general meeting by a two-thirds majority vote of those members present, provided notice of the proposed amendment is given at the time the meeting is called.
  4. Notification of all repeals and or amendments of any bylaw will be submitted to the Minister of Consumers and Corporate Affairs.

These bylaws were amended by the membership at the general meeting Wednesday, May 22 2003, in the City of Ottawa.

President:

Secretary:

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